CVNA Insider Garcia Cashes Out 55K Shares in Pre-Planned Trade

Rhea-AI Filing Summary

Carvana (NYSE:CVNA) filed a Form 4 disclosing that 10% owner Ernest C. Garcia II converted 54,971 Class A units into Class A shares on 24-25 Jun 2025 and immediately sold the same amount at $325-$327 under a pre-scheduled Rule 10b5-1 plan, generating roughly $18 million in proceeds.

To effect the exchange, an equivalent number of Class B shares were cancelled. After the transactions, Garcia holds 36.84 M Class B shares directly and 46.05 M Class A-equivalent units (personal & via ECG II SPE, LLC), but no Class A shares directly.

• The sale represents well below 1% of Garcia’s economic interest, leaving voting control unchanged.
• No company cash outflow or dilution to public shareholders; shares sold were already part of the float.

Positive

• None.

Negative

• 10% owner Ernest C. Garcia II sold approximately 54,971 Class A shares (~$18 million) via a Rule 10b5-1 plan, adding insider-sale pressure.

Insights

Insider Trading Analyst

TL;DR: $18M sale tiny vs 46M-unit stake, minor sentiment risk.

The filing shows systematic conversion of partnership units into Class A shares and same-day disposal. Dollar value is material, but shares equal <0.1 % of Garcia’s aggregate interest, suggesting liquidity rather than thesis change. Class B cancellations preserve voting power; no new share issuance occurred. Nonetheless, ongoing dispositions by the founder can pressure perception in a momentum-driven name. Monitor future Form 4 cadence for trend acceleration.

Portfolio Manager

TL;DR: Optical negative, fundamentally neutral.

With float exceeding 100 M, the 55 K-share sale should not affect supply-demand dynamics. Execution via 10b5-1 indicates pre-planning, mitigating insider-timing concerns. Sale price aligns with recent highs, possibly tax or diversification motivated. Retained dual-class structure continues to give Garcia outsized control, so corporate strategy remains intact. I view the impact on valuation negligible, but headline-driven volatility is plausible near term.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last) (First) (Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/24/2025		C		50,000	A	(1)	50,000	D
Class A Common Stock	06/24/2025		S(2)		33,265	D	$325.4713(3)	16,735	D
Class A Common Stock	06/24/2025		S(2)		16,202	D	$326.4543(3)	533	D
Class A Common Stock	06/24/2025		S(2)		533	D	$327.1244(3)	0	D
Class A Common Stock	06/25/2025		C		4,971	A	(1)	4,971	D
Class A Common Stock	06/25/2025		S(2)		4,971	D	$325.1499(4)	0	D
Class B Common Stock	06/24/2025		J		50,000	D	(5)	36,842,317	D
Class B Common Stock	06/25/2025		J		4,971	D	(5)	36,837,346	D
Class B Common Stock								8,000,000	I	ECG II SPE, LLC(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units	(1)	06/24/2025		C			62,500	(1)	(1)	Class A Common Stock	50,000	$0	46,052,895	D
Class A Units	(1)	06/25/2025		C			6,214	(1)	(1)	Class A Common Stock	4,971	$0	46,046,681	D
Class A Units	$0							(7)	(7)	Class A Common Stock	10,000,000		10,000,000	I	ECG II SPE, LLC

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last) (First) (Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ECG II SPE, LLC

(Last) (First) (Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into shares of Class A Common Stock ("Class A Shares") of the Issuer pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement").

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on December 13, 2024.

3. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $325.00-$325.99, inclusive (weighted average of $325.4713); $326.00-$326.995, inclusive (weighted average of $326.4543); and $327.00-$327.22, inclusive (weighted average of $327.1244), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $325.00-$325.61. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

5. Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by Ernest C. Garcia II.

6. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

7. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

	/s/ Ernest C. Garcia II	06/26/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	06/26/2025
	** Signature of Reporting Person	Date
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FAQ

How many CVNA shares did Ernest Garcia II sell in June 2025?

He disposed of 54,971 Class A shares on 24-25 Jun 2025.

At what prices were the CVNA insider sales executed?

Weighted-average sale prices ranged from $325.15 to $327.12 per share.

Was the June 2025 CVNA insider sale made under a Rule 10b5-1 plan?

Yes, the Form 4 states the trades were executed pursuant to a Rule 10b5-1 plan adopted on 13 Dec 2024.

How many CVNA shares does Ernest Garcia II still beneficially own after the sale?

He retains 36.84 M Class B shares and 46.05 M Class A-equivalent units, but no Class A shares directly.

Did the June 2025 CVNA insider transactions create new dilution for shareholders?

No, the exchange converted existing units and cancelled an equal number of Class B shares, resulting in no new share issuance.